SecProbe.io

April 24, 2014

Via E-mail
Mr. Steven Fu
Chief Financial  Officer
Hebron Technology Co., Ltd.
No. 587 15th Road, 3rd Av., Binhai Ind. Park
Economic & Technology Development  Zone
Wenzhou, China

Re: Hebron Technology Co., Ltd.
Draft  Registration Statement on Form F-1
Submitted on March 31, 2014
CIK No. 0001603993

Dear M r. Fu:

We have reviewed your confidential draft registration s tatement and have the comments
below .  In some  of our comments, we may ask you to provide us information so that we may
better understand your disclosure.

Please respond to this letter by providing the requested information and submitting an
amended confidential draft registration statement or public ly filing your registration statement on
EDGAR.  If you do not believe that our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing the information that you pro vide in response to these comments and your
amended confidential draft registration statement or filed registration statement, we may have
additional comments.

General

1. We will process this  registration statement  and any amendment without a price range .  Since
the price range triggers, however, a number of disclosure matters, we will need sufficient
time to process the amendment in which it is included.  Note that the price range’s  effect on
disclosure throughout the  registration statement may cause us to raise iss ues on areas upon
which we have not commented previously.

2. Confirm that you will not circulate copies of the registration statement or the preliminary
prospectus until you include an estimated price range, maximum number of shares, dollar
amounts dependent  upon the offering price that are based on the midpoint of the offering
price range, and all other information except information that you may exclude in reliance
upon Rule 430A  of Regulation C under the Securities Act .

Steven F u
Hebron Technology Co., Ltd.
April 24, 2014
Page 2

3. We note that you have omitted numer ous non -Rule 430A d isclosures throughout the
registration statement.  Other than pricing information, provide all missing information in the
next pre -effective amendment to the  registration statement.

4. We note that you intend to file by amendment additiona l exhibits, including the legal and tax
opinion s.  We may have comments on the opinion s and other exhibits after they are filed.
Allow us sufficient time to review these materials before requesting acceleration of the
registration statement’ s effectiveness.

5. Provide us copies of any artwork that you intend to use as soon as pos sible for our review .
Since we may have comments on these materials, you may wish to consider waiting for
comments before printing and circulating any artwork.

6. Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you , or anyone aut horized to do so on your behalf ,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.   Similarly, please supplementally provide us with
any research reports about you tha t are published or distributed in reliance upon Section
2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business
Startups Act by any broker or dealer that is participating or will participate in your offering.

7. Please tell us whether the placement agreement (refer  to Exhibit 1.1)  will be subject to
Financial Industry Regulatory Authority ’s or FINRA ’s approval.  In that case, prior to the
effectiveness of your registration statement, please arrange to have a representative of
FINRA call us to confirm that FINRA has finished its review and has no additional con cerns
regarding the placement  arrangement , or send us a copy of the confirmation letter you have
received from FINRA .

Regist ration Statement’s Facing Page

8. Since it appears that the securities being registered are to be offered on a delayed or
continuous basis , please check the Rule 415  box on the registration statement cover page  and
include Item 512(a) of Regulation S -K undertakings .  Refer to Item 9 of Form F -1.

Prospectus  Outside Front Cover Page

9. We note that you intend to hold investor funds in an e scrow account.  Identify the agent for
the escrow account , and f ile as an exhibit to the registration statement the agreement with the
escrow agent.

10. With respect to the placement agent warrants, please disclose whether you intend to list the
warrants on an exchange or an over the counter quotation system.  Refer to Item 1 of F orm F-
1 and Item 501(b)(4) of Regulation S -K.

Steven F u
Hebron Technology Co., Ltd.
April 24, 2014
Page 3

11. In accordance with the requirements of Item 1 of Form F -1 and Item 501(b)(8)  of Regulation
S-K, please name the placement agent on the prospectu s cover page.

Prospectus Conventions, page 1

12. We note the disclosure that you relied on statistics provided by a variety  of publicly available
sources regarding China’s expectations of growth, China’s demand for valves and fluid
equipment, outlook of China’s valve industry , as well as the valve industry globally .  In this
regard, we note the following examples:
 Statistical disclosure regarding the PRC Valve industry  found  in your “Industry and
Market Backgrou nd” disclosure on page two;
 Disclosure that since 2009 “China has ranked f irst worldwide in valve exports ” [refer to
disclosure in the second paragraph of the “PRC Valve Industry ” on page t wo]; and
 Disclosure that “[g]lobal demand for industrial valves is expected to rise annually …” and
that “top export destinations have rem ained relatively stable through the global economic
crisis …” [refe r to last paragraph on page two ].
Please note that this list of examples is not meant to be exclusive .  Please identify the sources
for the market data and statistics upon which you have relied  as the basis for your
disclosures , and provide us copies of each source, m arked clearly to highlight the portion or
section that contains the basis of your prospectus disclosures , and cross reference it to the
appropriate location in the registration statement .

Our Opportunity and Strategy, page 3

13. In the first paragraph on page four, you disclose that the Wenzhou City “has promised to
grant [you] a preemptive right to purchase a land use right for an additional 25 acres in the
Wenzhou Airport Industry Park …”  Please file as an exhibit  to the registration statement  any
arrang ements or agreements you have entered with the Wenzhou City regarding this
preemptive  right, or otherwise explain to us how  this promise was memorialized.  In
addition, in a relevant section of the filing, expand your disclosure to discuss how you will
finance this purchase.   Based on your Use of Proceeds disclosure on page 28, it does not
appear th at offering proceeds will be used to exercise this preemptive right .   Please advise
and revise your disclosures to the extent necessary.

Risk Factors, page 9

General

14. We note that you plan to apply for listing on the NASDAQ Capital Market.   If you intend to
list on an exchange and rely on exchange rules that permit foreign private issuers to follow
their home country requirements to some extent concerning corporate governance issues,
then provide a risk factor that discloses this reliance and describes the corporate governance
matters affected.

Steven F u
Hebron Technology Co., Ltd.
April 24, 2014
Page 4

15. We note that you conduct substantially all of your operations outside of the United States.  In
order to enhance our understanding of how you prepare your financial statements, we ask
that you provide us with information that will help us answer the followi ng questions.

How  do you maintain your books and records and prepare your fin ancial st atements?
If you maintain your bo oks and rec ords in acc ordance with U .S. GAAP, descri be the
controls you maintain to ensure that the activities you conduct  and the tran sactions you
consum mate are recor ded in accorda nce with U.S. GAAP.

If you do not maintain your books and records in accorda nce with U.S. GAAP, tell us what
basis of accounting you use and describe the proc ess you go through to convert your books
and recor ds to U.S. GAAP for SEC reporting.  Describe the controls you maintain to ensure
that you  have made all necessary and appropriate adjust ments in your convers ions and
disclosures.

What is the background of the people involved in your financial reporting?
We would like to understand more about the background of the people who are primarily
responsible for preparing and supervising the preparation of your financial statements and
their knowledge of U.S. GAAP and SEC rules and regulations.  Do not identify pe ople by
name, but for each person, please tell us:
 what role he or she takes in preparing your financial statements;
 what relevant education and ongoing training he or she has had relating to U.S. GAAP;
 the nature of his or her contractual or othe r relationship to you;
 whether he or she holds and maintains any professional designations such as Certified
Public Accountant (U.S.) or Certified Management Accountant; and
 about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared in accordance with U.S. GAAP.

If you retain an accounting firm or other similar organization to prepare your financial
statements, please tell us:
 the name and address of the accounting firm or organization;
 the qualifications of their employees who perform the services for your company;
 how and why they are qualified to prepare your financial statements;
 how many hours they spent last year per forming these services for you; and
 the total amount of fees you paid to each accounting firm or organization in connection
with the preparation of your financial statements.

If you retain individuals who are not your employees and are not employed by  an accounting
firm or other similar organization to prepare your financial statements, do not provide us with
their names, but please tell us:

Steven F u
Hebron Technology Co., Ltd.
April 24, 2014
Page 5

  why you believe they are qualified to prepare your financial statements;
 how many hours they spent last ye ar performing these services for you; and
 the total amount of fees you paid to each individual in connection with the preparation of
your financial statements.

Do you have an audit committee financial expert?
We note that you do not have an audit com mittee.   Therefore, please descri be the extent of
the Board of Directors’ kn owledge of U.S. GAAP.

16. On page 23, you have a risk factor regarding implementing and m aintaining effective internal
control over financial reporting in the future.  In this regard,  please address the following
items noted  which may have been impacted by your internal control over financial reporting :
Please explain the weakness in your internal control over financial reporting that allowed the
inventory amount on page F -1 to be diff erent from the amount on page F -8;
 Please explain why depreciation and amortization expense for the nine months ended
September 30, 2013 decreased whereas the corresponding depreciable assets increased at
September 30, 2013;
 Please explain why your effect ive tax rate for the nine months ended September 30, 2013
is only 13% given your annual effective tax rates were 26% and 28%; and
 Please describe any 2012 fourth quarter adjustments that materially impacted operating
results for the quarter.  We note that net income for the quarter was approximately $104k
compared to 2012 annual net income of approximately $2 million.

Risk Related to Our Busine ss and Industry, page 9

We may incur liability f or unpaid taxes, including interest and penalties, page 9

17. We note the reference to Hebron Fluid, even though this term is not included in the list of
defined terms on page one under “Prospectus Conventions. ”  Please correct your disclosure
as appropriate and in  an appropri ate section of the  filing describe the types of transactions in
which Hebron Fluid served as HK Hebron ’s counterparty  to help investors understand the tax
ramifications of such arrangement .

Our future research and development  is currently subject to cooperation with Zhejiang
University, page 14

18. We note disclosure that you have contracted with Zhejiang University to assist with research
and development.  Please disclos e you r collaboration  with the Zhejiang University under the
“Research and Development ” disclosure on page 61, as well as s ummarize the principal
provisions of your contract with Zhejiang Uni versity .  Please ensure to discuss the results of
such collaboration with Zhejiang University and whether you  intend to continue this
collaboration after you create your own research  and development department.  Additionally,

Steven F u
Hebron Technology Co., Ltd.
April 24, 2014
Page 6

 please advise wh y you have not filed the agreement  as an exhibit to the registration
statement.  See Item 8 of F orm F-1 and  Item 601(b)(10) of Regulation S -K.

Under the Enterprise Income Tax Law, we may be classified as a ‘Resident Enterprise ’ of
China …, page 17

19. At the end of the second paragraph of this risk factor, you disclose that “it remains  unclear  as
to whether the Notice is applicable to an offshore enterprise controlled, but no necessarily
owned, by a Chinese natural person. ”  Please revise your disclosure to explain the legal
significance between controlled versus owned , as well as how the Notice prov isions would
apply to you.

Special Note Regarding Forward -Looking Statements , page 27

20. Clarify in the second paragraph’s last sentence that you unde rtake no obligation to update
any forward looking statement except as required by applicable law.

Use of Proceeds, page 28

21. You have identified “Acquisition of Pharmaceutical industry network company ” as one of
the categories towards which you intend to use a portion of your offering proceeds.  With a
view towards disclosure, please explain to us w hat a  pharmaceutical industry network
company  is; why you are  targeting this industry participant  as an acquisition candidate ; and
your basis for assuming that $3 million of offering proceeds will be spent on the acquisiti on
of a pharmaceutical industry network company  if you have not identified  an acquisition
target at this time.  Your disclosures elsewhere indicate that you intend to acquire businesses
that are complementary or related in product lines and business struct ure.  Please expand
your disclosures to elaborate on what types of businesses would be considered
complementary.

Capitalization, page 31

22. Please clearly show in the  notes to the capitalization table how  you computed  each pro
forma amount, including a discussion of  any significant assump tions and estimates used
to arrive at the amounts.

Management ’s Discussion and Analys is of Financial Condition and Results of Operations, page
34

23. Please address the following pursuant to Item 5A of the Form 20 -F:
 Please provide a narrative  discussion of the extent to which changes in revenues are
attributable to changes in prices or to changes in the volume or amount of products or
services being sold or to the introduct ion of new products or services;
 Describe the im pact of inflation, if m aterial;

Steven F u
Hebron Technology Co., Ltd.
April 24, 2014
Page 7

  Provide information regarding the impact of foreign currency fluctuations on the
company, if material, and the extent to which foreign currency net investments are
hedged by currency borrowings and other hedging instruments ; and
 If material, please discuss the impact of currency translations on revenues and expenses.

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